Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

GARCEAU MARY L

(Last)

(First)

(Middle)

101 W. PROSPECT AVE.

(Street)

CLEVELAND

44115

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SHERWIN WILLIAMS CO [ SHW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP - CLO and Secretary

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/26/2024		M		1,567	A	$75.91	25,142	D
Common Stock	02/26/2024		M		1,251	A	$79.85	26,393	D
Common Stock	02/26/2024		M		4,000	A	$90.04	30,393	D
Common Stock	02/26/2024		M		3,000	A	$102.81	33,393	D
Common Stock	02/26/2024		M		18,600	A	$127.98	51,993	D
Common Stock	02/26/2024		S		11,762	D	$322.31⁽¹⁾	40,231	D
Common Stock	02/26/2024		S		11,756	D	$323.02⁽²⁾	28,475	D
Common Stock								837.52⁽³⁾	I	401(k) Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$75.91	02/26/2024		M			1,567	⁽⁴⁾	10/21/2024	Common Stock	1,567	$0	0	D
Employee Stock Option (Right to Buy)	$79.85	02/26/2024		M			1,251	⁽⁵⁾	10/15/2025	Common Stock	1,251	$0	0	D
Employee Stock Option (Right to Buy)	$90.04	02/26/2024		M			4,000	⁽⁶⁾	10/17/2026	Common Stock	4,000	$0	0	D
Employee Stock Option (Right to Buy)	$102.81	02/26/2024		M			3,000	⁽⁷⁾	02/13/2027	Common Stock	3,000	$0	0	D
Employee Stock Option (Right to Buy)	$127.98	02/26/2024		M			18,600	⁽⁸⁾	10/17/2027	Common Stock	18,600	$0	0	D

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $321.980 to $322.630 per share. The Reporting Person undertakes to provide to The Sherwin-Williams Company, any security holder of The Sherwin-Williams Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $322.640 to $323.290 per share. The Reporting Person undertakes to provide to The Sherwin-Williams Company, any security holder of The Sherwin-Williams Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. Represents the number of shares of common stock attributable to the Reporting Person's participation in The Sherwin-Williams Company 401(k) Plan per the trustee's 2/20/2024 statement.

4. These options were granted on October 22, 2014 and vested in three substantially equal installments on each of the first three anniversaries of the date of grant, subject to vesting conditions.

5. These options were granted on October 16, 2015 and vested in three substantially equal installments on each of the first three anniversaries of the date of grant, subject to vesting conditions.

6. These options were granted on October 18, 2016 and vested in three substantially equal installments on each of the first three anniversaries of the date of grant, subject to vesting conditions.

7. These options were granted on February 14, 2017 and vested in three substantially equal installments on each of the first three anniversaries of the date of grant, subject to vesting conditions.

8. These options were granted on October 18, 2017 and vested in three substantially equal installments on each of the first three anniversaries of the date of grant, subject to vesting conditions.

Remarks:

	Stephen J. Perisutti, Attorney-in-fact	02/27/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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